Contract
Exhibit 10.3
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of March 12, 2018, among Navios Maritime Holdings Inc., a Xxxxxxxx Islands corporation, (the “Company”), Navios Maritime Finance II (US) Inc., a Delaware corporation (together with the Company, the “Co-Issuers”), Asteroid Shipping S.A., Cloud Atlas Marine S.A., Heodor Shipping Inc. and Navios Containers Management Inc., each a Xxxxxxxx Islands corporation and an indirect wholly owned subsidiary of the Company (each, a “Guaranteeing Subsidiary”), the other Guarantors (as defined in the Indenture referred to herein) and Xxxxx Fargo Bank, National Association, as trustee (or its permitted successor) under the Indenture referred to below (the “Trustee”) and as collateral trustee (or its permitted successor) under the Indenture referred to below (the “Collateral Trustee”).
WITNESSETH
WHEREAS, the Co-Issuers and the Guarantors have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of November 21, 2017 providing for the issuance of 11.25% Senior Secured Notes due 2022 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee all of the Co-Issuers’ obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this First Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary, the Co-Issuers and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee, on and subject to the terms, conditions and limitations set forth in the Notation of Guarantee and in the Indenture, including, but not limited, to Article Ten thereof.
3. NEW YORK LAW TO GOVERN. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
4. COUNTERPARTS. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
5. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
6. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Co-Issuers.
[Signature Pages Follow]
[Signature Page to First Supplemental Indenture]
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and attested, all as of the date first above written.
| ASTEROID SHIPPING S.A., as Guarantor | ||
| By. | /s/ XXXXXXXX XXXXXXXXXXXXX | |
| Name: Xxxxxxxx Xxxxxxxxxxxxx | ||
| Title: Director/Secretary | ||
| CLOUD ATLAS MARINE S.A., as Guarantor | ||
| By. | /s/ XXXXXXXX XXXXXXXXXXXXX | |
| Name: Xxxxxxxx Xxxxxxxxxxxxx | ||
| Title: Director/Secretary | ||
| HEODOR SHIPPING INC., as Guarantor | ||
| By. | /s/ XXXXXXXX XXXXXXXXXXXXX | |
| Name: Xxxxxxxx Xxxxxxxxxxxxx | ||
| Title: Director/Secretary | ||
| NAVIOS CONTAINERS MANAGEMENT INC., as Guarantor | ||
| By. | /s/ XXXXXXXXXX XXXXX KALLIFIDAS | |
| Name: Xxxxxxxxxx Xxxxx Xxxxxxxxxx | ||
| Title: Director/Secretary | ||
| NAVIOS MARITIME HOLDINGS INC. | ||
| By. | /s/ XXXXXXXX XXXXXXXXXXXXX | |
| Name: Xxxxxxxx Xxxxxxxxxxxxx | ||
| Title: Executive Vice President, Legal | ||
[Signature Page to First Supplemental Indenture]
| NAVIOS MARITIME FINANCE II (US) INC. | ||
| By. | /s/ XXXXXXXX XXXXXXXXXXXXX | |
| Name: Xxxxxxxx Xxxxxxxxxxxxx | ||
| Title: President | ||
| LAVENDER SHIPPING CORPORATION, as Guarantor | ||
| By. | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: President/Director | ||
| NAVIOS ASIA LLC, as Guarantor | ||
| By. | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Manager | ||
| JASMINE SHIPPING CORPORATION IRIS SHIPPING CORPORATION, as Guarantors | ||
| By. | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Treasurer/Director | ||
| XXXXX SHIPPING CORPORATION, as Guarantors | ||
| By. | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: President/Director | ||
[Signature Page to First Supplemental Indenture]
| TRIANGLE SHIPPING CORPORATION XXXXXXXXX SHIPPING CORPORATION, as Guarantors | ||
| By. | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: President | ||
| ROSELITE SHIPPING CORPORATION SMALTITE SHIPPING CORPORATION, as Guarantors | ||
| By. | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: President/Director | ||
| MOTIVA TRADING LTD, as Guarantor | ||
| By. | /s/ XXXX XXXXXXXXXX | |
| Name: Xxxx Kalathaki | ||
| Title: Director and Treasurer/Secretary | ||
| DIESIS SHIPMANAGEMENT LTD MANDORA SHIPPING LTD SOLANGE SHIPPING LTD. TULSI SHIPMANAGEMENT CO. CINTHARA SHIPPING LTD XXXXXX SERVICES COMPANY MAUVE INTERNATIONAL S.A. AQUIS MARINE CORP. FAITH MARINE LTD. VECTOR SHIPPING CORPORATION ARAMIS NAVIGATION INC. DUCALE MARINE INC. HIGHBIRD MANAGEMENT INC. RED ROSE SHIPPING CORP. GINGER SERVICES CO. QUENA SHIPMANAGEMENT INC. ASTRA MARITIME CORPORATION PRIMAVERA SHIPPING CORPORATION PUEBLO HOLDINGS LTD BEAUFIKS SHIPPING CORPORATION | ||
[Signature Page to First Supplemental Indenture]
| ROWBOAT MARINE INC. CORSAIR SHIPPING LTD. PHAROS NAVIGATION S.A. SIZZLING VENTURES INC. XXXXXXX VENTURES S.A. TAHARQA SPIRIT CORP. RHEIA ASSOCIATES CO. RUMER HOLDING LTD. KLEIMAR NV NAV HOLDINGS LIMITED NAVIOS CORPORATION ANEMOS MARITIME HOLDINGS INC. NAVIOS SHIPMANAGEMENT INC. AEGEAN SHIPPING CORPORATION ARC SHIPPING CORPORATION MAGELLAN SHIPPING CORPORATION IONIAN SHIPPING CORPORATION APOLLON SHIPPING CORPORATION HERAKLES SHIPPING CORPORATION ACHILLES SHIPPING CORPORATION KYPROS SHIPPING CORPORATION HIOS SHIPPING CORPORATION MERIDIAN SHIPPING ENTERPRISES INC. MERCATOR SHIPPING CORPORATION HORIZON SHIPPING ENTERPRISES CORPORATION STAR MARITIME ENTERPRISES CORPORATION NAVIOS HANDYBULK INC. NAVIOS INTERNATIONAL INC. NOSTOS SHIPMANAGEMENT CORP. PORTOROSA MARINE CORP. WHITE NARCISSUS MARINE S.A. HESTIA SHIPPING LTD. SERENITY SHIPPING ENTERPRISES INC. ALPHA MERIT CORPORATION THALASSA MARINE S.A., as Guarantors | ||
| By. | /s/ XXXXXXXX XXXXXXXXXXXXX | |
| Name: Xxxxxxxx Xxxxxxxxxxxxx | ||
| Title: Director and Authorized Officer | ||
[Signature Page to First Supplemental Indenture]
| KLEIMAR LTD., as Guarantor | ||
| By. | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Secretary and Director | ||
| NAVIMAX CORPORATION, as Guarantor | ||
| By. | /s/ XXXXXX XXXXXX | |
| Name: Xxxxxx Xxxxxx | ||
| Title: President | ||
| NAVIOS TANKERS MANAGEMENT INC., as Guarantor | ||
| By. | /s/ XXXXXXXXXX XXXXX | |
| Name: Xxxxxxxxxx Xxxxx | ||
| Title: Secretary/Director | ||
[Signature Page to First Supplemental Indenture]
| XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee | ||
| By: | /s/ XXXX X. XXXXXXXX | |
| Name: Xxxx X. Xxxxxxxx | ||
| Title: Vice President | ||
| XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Collateral Trustee | ||
| By: | /s/ XXXX X. XXXXXXXX | |
| Name: Xxxx X. Xxxxxxxx | ||
| Title: Vice President | ||
[Signature Page to First Supplemental Indenture]
